How to Draft “MD&A” Disclosure

One of the first things I learned in this profession is that the MD&A – “Management’s Discussion & Analysis” – is the heart of a company’s disclosure. This disclosure is required by Item 303 of Regulation S-K. At the 15:25 mark, our guests – Hunton Andrews Kurth’s Scott Kimpel and Philip Morris International’s Olga Khavatskaya – getting into the nitty gritty of MD&A, including:

1. Who drives the MD&A disclosure process?
2. What is the independent auditor’s involvement?
3. The audit committee?
4. What’s the lawyer’s role?
5. What sort of written disclosure controls & procedures support the MD&A drafting process?
6. Can you talk about the SEC’s 2020 interpretive release about “key performance indicators” – what types of disclosures is the SEC trying to elicit with “KPIs”?
7. How do you determine what are your “segments”?
8. How hard is it to determine your “known trends & uncertainties”? Where do you stop?
9. How do you mix risk factor and cautionary language into your MD&A?

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